Amendment No 1 to Second Amended & Restated Credit Agreement dated June 30, 2004



 Exhibit 10.7 
 AMENDMENT NO. 1 TO 
 SECOND AMENDED AND 
 RESTATED CREDIT AGREEMENT 
  
 THIS AMENDMENT NO 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into at Columbus, Ohio, as of June 30, 2004, by and among (a) Dominion Homes, Inc. (the “Company”),
(b) the institutions from time to time party to the Credit Agreement (as defined below) signatory hereto (individually a “Lender” and collectively the “Lenders”), and (c) The Huntington National Bank (“Huntington”) in
its separate capacity as administrative agent for the Lenders and issuing banks under the Credit Agreement (with its successors in such capacity, the “Administrative Agent”). This Amendment amends and modifies a certain Second Amended and
Restated Credit Agreement dated as of December 3, 2003 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) by and among (a) the Company, as borrower, (b) the Lenders, as lenders, (c) KeyBank
National Association, as Syndication Agent, (d) U. S. Bank National Association, as Documentation Agent, and (e) Huntington, as issuing bank for any Letters of Credit issued pursuant to the Credit Agreement, a Lender and Administrative Agent. All
capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. 
  
 RECITALS: 
  
 A. As of December 3, 2003, the Company, the Lenders, the Administrative Agent and the other agents referred to therein executed and delivered the Credit
Agreement setting forth the terms of certain extensions of credit to the Company; and 
  
 B. As of December 3, 2003, in connection with the Credit Agreement, the Company executed and delivered, inter alia, revolving credit notes in favor of the Lenders, in the aggregate original principal sum of Two
Hundred Fifty Million Dollars ($250,000,000) and a swing note in favor of Huntington in the principal sum of Fifteen Million Dollars ($15,000,000) (hereinafter collectively, the “Notes”); and 
  
 C. In connection with the Credit Agreement and the Notes, the Company and
certain of its Subsidiaries executed and delivered to the Administrative Agent certain other Loan Documents; and 
  
 D. The Company has requested that the Lenders and the Administrative Agent amend and modify the Credit Agreement to increase the maximum amount of the
Revolving Credit Commitments to $300,000,000, and the Lenders and the Administrative Agent are willing to do so upon the terms and conditions contained herein. 







 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 
  
 1.
Amending Definition. The definition of “Revolving Credit Commitments” contained in Section 14.3, “Defined Terms,” of the Credit Agreement is hereby amended to recite: 
  
 “Revolving Credit Commitments” means the aggregate
amount of each Revolving Credit Commitment of all the Lenders, provided that the maximum aggregate principal amount of Revolving Loans and Swing Line Loans and the stated amount of the Letter of Credit Obligations shall not exceed $300,000,000, as
reduced from time to time pursuant to the terms hereof. 
  
 2.
Conditions of Effectiveness. All provisions of this Amendment shall become effective as of June 30, 2004, upon satisfaction of all of the following conditions precedent: 
  
 (a) The Administrative Agent shall have received: 
  
 (i) duly executed counterparts (with sufficient copies for the Administrative Agent, each Lender and the Company) of this
Amendment executed by the Administrative Agent, the Lenders and the Company; 
  
 (ii) the certified corporate resolutions, the promissory notes, the subsidiary guaranty, opinion, the loan documents or other requirements referenced on Exhibit 2(a) attached hereto, and such other
certificates, instruments, documents, agreements, and opinions of counsel as may be required by the Administrative Agent, each of which shall be in form and substance satisfactory to the Administrative Agent and its counsel; 
  
 (iii) all fees and other compensation required to be paid to the
Administrative Agent and each Lender increasing its respective Revolving Credit Commitment pursuant hereto, or to any other written agreement or fee letter shall have been paid; and 
  
 (b) The representations contained in the immediately following paragraph shall be true and accurate. 
  
 3. Representations and Warranties. The Company represents and warrants
to the Administrative Agent and each Lender as follows: (a) that after giving effect to this Amendment, each representation and warranty made by or on behalf of the Company in the Credit Agreement and in the other Loan Documents is true and correct
in all respects on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to a date prior hereto; (b) the execution, delivery and performance by the
Company and each Restricted Subsidiary, if applicable, of this Amendment and the Loan Documents, as the case may be, have been duly authorized by all requisite corporate or organizational action on the part of each such Person and will not violate
any Constituent Document of such Person; (c) each of this Amendment and the Loan Documents has been duly executed and delivered by the Company and each Restricted Subsidiary, as applicable, and each 
  

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 of this Amendment, the Credit Agreement as amended hereby and Loan Document constitutes the legal, valid and binding
obligation of such Person, enforceable against each such Person in accordance with the terms thereof; and (d) no event has occurred and is continuing, and no condition exists which would constitute an Event of Default or a Potential Default.

  
 4. Reference to and Effect on the Loan Documents. (a)
Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “Second Amended and Restated Credit Agreement,” “Credit Agreement,” “Agreement,” the prefix “herein,” “hereof,” or
words of similar import, and each reference in the Loan Documents to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. (b) Except to the extent amended or modified hereby, all of the representations,
warranties, terms, covenants and conditions of the Credit Agreement and the Loan Documents shall remain as written originally and in full force and effect in accordance with their respective terms and are hereby ratified and confirmed, and nothing
herein shall affect, modify, limit or impair any of the rights and powers which the Lenders or the Administrative Agent may have hereunder or thereunder. The amendment set forth herein shall be limited precisely as provided for herein, and shall not
be deemed to be a waiver of, amendment of, consent to or modification of any of the rights of the Lenders or the Administrative Agent under or of any other term or provisions of the Credit Agreement or any Loan Document, or of any term or provision
of any other instrument referred to therein or herein or of any transaction or future action on the part of the Company which would require the consent of the Lenders or the Administrative Agent. 
  
 5. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered, shall be an original, and all of which together will constitute one and the same instrument. Receipt by the Administrative Agent of
a facsimile copy of an executed signature page hereof will constitute receipt by the Administrative Agent of an executed counterpart of this Amendment. 
  
 6. Costs and Expenses. The Company agrees to pay on demand in accordance with the terms of the Credit Agreement all reasonable costs and expenses
of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment and all other Loan Documents entered into in connection herewith, including the reasonable fees and out-of-pocket expenses of the
Administrative Agent’s counsel with respect thereto. 
  
 7.
Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of Ohio. 
  
 8. Headings. Section headings in this Amendment are included herein
for convenience of reference only and will not constitute a part of this Amendment for any other purpose. 
  

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 IN WITNESS WHEREOF, the Company, the Administrative Agent and the following Lenders have hereunto set
their hands as of the date first set forth above. 
  
  

			
	COMPANY:
	
	DOMINION HOMES, INC.
		
	By:	 	 /s/ Jon Donnell


	Its:	 	President and Chief Operating Officer
	
	ADMINISTRATIVE AGENT:
	
	THE HUNTINGTON NATIONAL BANK
		
	By:	 	 /s/ Rick J. Zarnock


	Its:	 	Vice President
	
	THE LENDERS:
	
	THE HUNTINGTON NATIONAL BANK,
	as Lender and Issuing Bank
		
	By:	 	 /s/ Rick J. Zarnock


	Its:	 	Vice President
	
	BANK ONE, NA, a national banking association
		
	By:	 	 /s/ John C. Hart


	Its:	 	First Vice President


  

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	KEYBANK NATIONAL ASSOCIATION,
		
	By:	 	 /s/ Andrew D. Stickney


	Its:	 	Vice President
	
	NATIONAL CITY BANK
		
	By:	 	 /s/ Steven A. Smith


	Its:	 	Senior Vice President
	
	COMERICA BANK
		
	By:	 	 /s/ Jessica L. Kempf


	Its:	 	Assistant Vice President
	
	U.S. BANK NATIONAL ASSOCIATION,
		
	By:	 	 /s/ Dean J. VandeWater


	Its:	 	Assistant Vice President
	
	THE PROVIDENT BANK
		
	By:	 	 /s/ Matthew McPeek


	Its:	 	Vice President
	
	FIFTH THIRD BANK (CENTRAL OHIO)
		
	By:	 	 /s/ Kristie Nicolosi


	Its:	 	Assistant Vice President


  

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	FLEET NATIONAL BANK
		
	By:	 	 /s/ Mark W. Lariviere


	Its:	 	Managing Director
	
	WASHINGTON MUTUAL BANK, FA, a federal association
		
	By:	 	 /s/ Antony Ho


	Its:	 	Vice President


  

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